0000950134-07-013486 Sample Contracts

SUPPLEMENTAL INDENTURE NO. 2 TO MASTER INDENTURE
Master Indenture • June 15th, 2007 • WFN Credit Co LLC • Asset-backed securities • New York

This SUPPLEMENTAL INDENTURE NO. 2 TO MASTER INDENTURE, dated as of June 13, 2007 (this “Supplemental Indenture”) is made between the World Financial Network Credit Card Master Note Trust, as Issuer (the “Issuer”) and BNY Midwest Trust Company, as Indenture Trustee (the “Indenture Trustee”), to the Master Indenture, dated as of August 1, 2001, between the Issuer and the Indenture Trustee (as amended by the Omnibus Amendment, dated as of March 31, 2003, and as further amended by the Supplemental Indenture No. 1 to Master Indenture, dated as of August 13, 2003, as amended, the “Master Indenture”). Capitalized terms used and not otherwise defined in this Supplemental Indenture are used as defined in the Master Indenture.

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FOURTH AMENDMENT TO THE SECOND AMENDED AND RESTATED POOLING AND SERVICING AGREEMENT
Pooling and Servicing Agreement • June 15th, 2007 • WFN Credit Co LLC • Asset-backed securities • New York

This FOURTH AMENDMENT TO THE SECOND AMENDED AND RESTATED POOLING AND SERVICING AGREEMENT, dated as of June 13, 2007 (this “Amendment”) is made among World Financial Network National Bank (“WFN”), as Servicer, WFN Credit Company, LLC (“WFN Credit”), as Transferor, and BNY Midwest Trust Company (“BNY Midwest”), as Trustee of World Financial Network Credit Card Master Trust (the “Issuer”), to the Second Amended and Restated Pooling and Servicing Agreement, dated as of August 1, 2001, among WFN, as Servicer, WFN Credit, as Transferor and BNY Midwest, as Trustee (as amended by the Omnibus Amendment, dated as of March 31, 2003, the Second Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of May 19, 2004 and the Third Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of March 30, 2005 and as further amended from time to time, the “Pooling Agreement”). Capitalized terms used and not otherwise defined in this Amendment ar

FIFTH AMENDMENT TO THE TRANSFER AND SERVICING AGREEMENT
Transfer and Servicing Agreement • June 15th, 2007 • WFN Credit Co LLC • Asset-backed securities • New York

This FIFTH AMENDMENT TO THE TRANSFER AND SERVICING AGREEMENT, dated as of June 13, 2007 (this “Amendment”) is made among World Financial Network National Bank (“WFN”), as Servicer; WFN Credit Company, LLC (“WFN Credit”), as Transferor, and World Financial Network Credit Card Master Note Trust (the “Issuer”), as Issuer, to the Transfer and Servicing Agreement, dated as of August 1, 2001, among WFN, as Servicer, WFN Credit, as Transferor, and the Issuer, (as amended by the First Amendment to the Transfer and Servicing Agreement, dated as of November 7, 2002, among WFN Credit, WFN, as Servicer and the Issuer, as further amended by the Omnibus Amendment, dated as of March 31, 2003, among WFN, WFN Credit, the Issuer and BNY Midwest Trust Company, as Trustee, as further amended by the Third Amendment to the Transfer and Servicing Agreement, dated as of May 19, 2004, among WFN, as Servicer, WFN Credit, as Transferor, and the Issuer, as further amended by the Fourth Amendment to the Transfer a

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